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Terms and conditions

GENERAL TERMS OF USE OF THE ONLINE OOTI SOFTWARE SERVICES AVAILABLE ON THE WWW.OOTI.CO WEBSITE" WWW.OOTI.CO

APPLICABLE STARTING 1st of October 2020

RECITALS

The services offered by AXONEPRO through the management software for architects, « OOTI » enable users to benefit from administrative management solutions for business processes using various features.

Access and use of the services offered by AXONEPRO through its “OOTI” software are subject to these General Terms of Use and imply the express, prior, full and unconditional acceptance by users thereof, and of the AXONEPRO confidentiality policy.

AXONEPRO recommends that users save a printed version of the General Terms of Use applicable at the time the services are used, for their personal archives.

ARTICLE 1 : DEFINITIONS

In the context of these General Terms of Use, the terms used below shall have the following meanings, whether they are used in the single or plural form.

  • " Application » : means the tracking application offered by AXONEPRO allowing to access certain Services;
  • " AXONEPRO ”: means the French simplified joint-stock company (société par actions simplifiée), AXONEPRO SAS, with a share capital of 5,000,000 euros, registered with the Trade and Companies Register of Nanterre under No. 834 181 992 and whose registered offices are located at 15, Rue Jeanne Braconnier – 92360 Meudon (France), which publishes the Website and Application and offers the Software and the Services;
  • " Account “: means the user account created under the conditions provided for in Article 5 of the General Terms and Conditions of Subscription, accessible from the Website and enabling the User to subscribe to and use the Services;
  • " General Terms and Conditions of Subscription ”: means the general terms and conditions of subscription defining the terms and conditions of subscribing to the Services through the Website by the Users;
  • " General Terms of Use ”: means these terms governing the use of the services by the Users;
  • " Login Details ” means the login ID and confidential code or password enabling the User to access their Account;
  • " Software ” means the architecture agency management software named “OOTI” belonging to AXONEPRO and accessible from the Website;
  • " Confidentiality Policy ”: means the AXONEPRO confidentiality policy accessible under the heading “Confidentiality Policy” on the Website;
  • " Services ”: means the services offered by AXONEPRO through the Software and enabling Clients to obtain administrative management solutions regarding business processes, particularly through several features. To access to a complete list of Services, click here: https://ooti.co/en/fonctionnalites/
  • " Website ”: means the AXONEPRO website available at the following address: https://www.ooti.co and from which the Clients may sign up for and use the Services. The Website includes in particular all IT components (particularly software and IT developments and Web pages, including programmes in source and object code, preliminary design work, specifications, and preliminary studies, the user documentation regarding the use and operation of the website), the graphic charter (including projects, models, prototypes, and plans), the infrastructure, as well as the content (particularly the texts, sounds, still or animated images, videos, and databases);
  • " Smartphone ”: means smart mobile phones used to access applications through an internet network;
  • " Tablet ”: means touch screen devices used to access applications through an internet network;
  • " User ”: means any natural person or legal entity who has created an Account as a professional and who accesses and uses the Services.

ARTICLE 2: PURPOSE - ENFORCEABILITY

The purpose of the General Terms of Use is to define the terms and conditions under which the Users access and use the Services accessible through the Software.

The General Terms of Use are systematically brought to the attention of Users in order to enable them to access and use the Services. They apply exclusively to any use of the Services and take precedence over all other terms and conditions, with the exception of those that have been expressly accepted by AXONEPRO. Therefore, any other condition is not binding upon AXONEPRO until it is confirmed in writing by AXONEPRO.

IMPORTANT: NOTE TO USERS

ANY USE OF THE SERVICES IMPLIES THE EXPRESS, PRIOR, FULL, AND UNCONDITIONAL ACCEPTANCE OF THE GENERAL TERMS OF USE. BY TICKING THE BOX: “I have read and agree to the General Terms and Conditions of Subscription, the General Terms of Use, and the confidentiality policy.” BY ACCEPTING THEM WHEN ACTIVATING THE SERVICES, THE USER ACKNOWLEDGES THAT THEY ARE BOUND BY ALL OF THE GENERAL TERMS OF USE.

ARTICLE 3: CHANGES TO THE GENERAL TERMS OF USE

3.1AXONEPRO reserves the right to modify the General Terms of Use at any time, particularly in order to take into account any legal, case law, editorial, functional and/or technical changes regarding the Website, the Software, the Application, and/or the Services.

The version that takes precedence is the version accessible online as of the day of use of the Website, the Software, the Application, and/or the Services.

Any use of the Website, the Software, the Application, and/or the Services by the User after the publication of amended General Terms of Use implies the acceptance by the User of the new General Terms of Use.

3.2- The General Terms of Use are updated regularly. Therefore, Users are asked to read them each time they visit the Website and/or use the Application.

3.3- In the event the Users disagree with the amended General Terms of Use, they must cease accessing the Website and/or the Application and stop using the Software and the Services. The use of the Website, the Software, the Application, and/or the Services by the User after the publication of new General Terms of Use shall imply the express unreserved acceptance by the User of the new General Terms of Use by Users.

ARTICLE 4: PREREQUISITES FOR THE USE OF THE SERVICES

4.1- The use of the Services assumes that the Users:

· have an internet connection;
· possess a Smartphone and/or Tablet connected to an internet network;
· access the Website or the Application;
· create an Account according to the terms and conditions provided for in Article 5 of the General Terms and Conditions of Subscription.

4.2- Users hereby warrant that they have the full legal capacity to use the Services, and particularly:

· being of legal age;
· being legally capable and having the full possession of their intellectual and cognitive faculties (and particularly are not in a state of dependence, under guardianship and/or under curatorship.
· have the necessary authority to commit the company they represent;
· not being a competitor of AXONEPRO and/or not using the Services and/or the Software and/or the Application for the purposes of competing with AXONEPRO, fraudulently, and/or in a way that harms the interests of AXONEPRO.

4.3- AXONEPRO cannot be held liable in for any use of the Services by persons who do not meet the conditions provided for in Articles 4.1 and 4.2 of the General Terms of Use.

ARTICLE 5 – TERMS AND CONDITIONS OF THE USE OF THE SERVICES

IMPORTANT: NOTE TO USERS

AXONEPRO reminds Users that, in order to benefit from the Services, Users must create an Account according to the terms and conditions described in the General Terms and Conditions of Subscription.

AXONEPRO informs Users that the Services are only available in French and in English.

Furthermore, AXONEPRO cannot in any case be held liable for errors resulting from the User entering incorrect information.

5.1 – Main features and content of Services

AXONEPRO offers Users a wide range of features to meet the different administrative needs of most architecture agencies.

Practical terms and conditions of use of Services are accessible by consulting user guides available at the following address: http://help.ooti.co/en/

Main features accessible through the Website and/or the Application are described below in the tabs:

- Dashboard:

AXONEPRO enables Users to access to a summary of the different features of the interface accessible through the Website and/or the Application. Users have the possibility to manage and customize the tabs of their dashboard.

- Help center:

AXONEPRO provides Users with a help center including, in particular, information relating to the configuration of the features of the User interface, tutorials as well as a space where AXONEPRO collects Users' questions relating to the use of the Services.

- Opportunities:

Users have the possibility to follow up their prospects from the first appointment to the sending of a proposal by integrating the information related to the management of their prospects.

- Projects:

The full “projects” feature is made available solely through the Website. Only an overview will be available on the Application.

AXONEPRO offers Users support in the administrative management of the User’s projects, from their set-up and at each step of the project, including a timetable developed in accordance with the User’s clients’ expectations.

- Team:

Users may visualise members of their team, their roles and availabilities.

Users have access to all the members of their teams, with various details including for each member a photo, first name, last name, and email but also their status, their team and the number of projects on which the member is assigned.

- Time:

Users have access to timesheets, vacation schedules and team calendars.

This feature allows to manage and optimize the management of time spent (hours and vacation requests), to organize teams around projects and to supervise activities by project and by budget, but also to measure the efficiency of collaborators and profitability of their projects.

It is possible to add timesheets from the Application.

- Costs:

The full costs feature is only accessible from the Website, although the User will have the possibility to draft expense reports from the Application.

AXONEPRO offers Users to structure and evaluate their costs by having access in particular to quotes and invoices from service providers, expense reports, salaries and overheads.

- Invoicing:

The full invoicing features is available only from the Website. Only a preview will be available on the Application.

AXONEPRO offers Users to monitor their invoicing, in particular by accessing to a schedule of accounting deadlines and by listing invoices in projects, sent or paid.

- Finances:

The full finances feature is made available solely through the Website. Only an overview of finances will be available on the Application.

AXONEPRO enables Users to access to an overview of their turnover, costs and margin achieved per project.

- Reporting:

The full reporting feature is available only from the Website. Only a preview will be available on the Application.

AXONEPRO offers Users to edit several reports allowing them to manage their activity by theme (management, invoicing, finance, costs, etc.).

- Collaboration

The entire collaboration feature is made available only from the Website. Only a preview will be available on the Application.

The User has the possibility to access a virtual directory of all his tasks, notes and contacts.

The User has the possibility to access an internal blog.

5.2- Using the online chat and FAQ

Users have the option, throughout their subscription period but only from the Website, to access and use an online chat in order to directly ask AXONEPRO questions regarding the Website, the Software, and/or the Services.

Users are informed that the online chat is available seven (7) days a week, twenty-four (24) hours a day, but any questions from the online chat will only be answered from Monday to Friday, from 9 am to 6 pm.

Users can also access a FAQ enabling them to obtain general information, particularly regarding the Software, the subscription, and the Services. To do this, they must click on the “Support” tab.

5.3 - Other services

Users are informed that they can adjust and customise their profile and change their Account settings at any time.

ARTICLE 6: ACCESS AND AVAILABILITY OF THE SOFTWARE, THE APPLICATION, AND THE SERVICES

The Software and/or the Services, with the exception of the hotline, are accessible via the Website and/or the Application seven (7) days a week, twenty-four (24) hours a day.

They are accessible throughout the User’s subscription period, until the User decides to terminate the subscription in accordance with the terms and conditions provided for in Article 10 of the General Terms and Conditions of Subscription and/or deactivates their account in accordance with Article 11 of the General Terms and Conditions of Subscription.

However, due to the nature of the internet, AXONEPRO cannot guarantee the functioning of and access to the Software and/or the Application and/or the Services seven (7) days a week, twenty-four (24) hours a day.

ARTICLE 7: INTERRUPTIONS TO THE SOFTWARE, THE APPLICATION AND THE SERVICES

7.1- AXONEPRO reserves the right to interrupt the operation of all or part of the Software and/or the Application and/or the Services at any time with or without notice, particularly for corrective and upgrade maintenance operations thereof, or to develop the content or presentation thereof. To the extent possible, AXONEPRO will inform Users prior to any corrective or upgrade maintenance operation.

Additionally, Users acknowledge that the Software and/or the Application and/or the Services can be interrupted for reasons beyond the control of AXONEPRO and that AXONEPRO therefore cannot guarantee continuous access to the Software and/or the Application and/or the Services.

In any event, AXONEPRO cannot be held liable for any interruption and/or malfunction of the Software and/or the Application and/or the Services, regardless of the cause.

7.2- Users are asked to inform AXONEPRO of any technical issue that they encounter when using the Software and/or the Application and/or the Services, by writing to the following address and describing the issue encountered: support@ooti.co.

ARTICLE 8: USERS’ GENERAL COMMITMENTS – GENERAL RESTRICTIONS OVER THE USE OF THE SOFTWARE, THE APPLICATION AND THE SERVICES

8.1- Generally speaking, Users agree to comply with all of the General Terms of Use as well as all applicable laws and regulations. Users are generally responsible for their use of the Software, Application, and Services, as well as for their consequences.

8.2- In the context of using the Software, the Application, and the Services, Users agree in particular to:

· Provide accurate, comprehensive and truthful data and to update them systematically in the event of a change;
· Comply with the prerequisites for the use of the Software, the Application or the Services;
· Comply with the General Terms of Use;
· Respect the image and reputation of AXONEPRO;
· Not change or alter all or part of the Software, the Application or the Services;
· Not restrict in any way whatsoever the use of the Software, the Application and/or the Services and not to falsify any wording or element of the Software, the Application and/or the Services;
· Not distribute or attempt to distribute computer viruses or any other harmful elements through the Software, the Application and/or the Services;
· Not intrude into an IT system, not damage the content or commit any of the violations punishable by Articles 323-1 and 323-7 of the French Criminal Code (“hacking”), not sending unsolicited bulk messages using the Software, the Application and/or the Services, a practice punishable by Article 226-18 of the French Criminal Code;
· Not extract the contents of the Software, and/or the Application, and/or the Services from their database, particularly by using automated programmes;
· Not provide their personal password to any third party;
· Not use the Software, the Application and/or the Services for purposes in violation of current rules nor infringe the rights of third parties (particularly intellectual property and privacy rights);
· Not attempt and refrain from bypassing, disabling, and disrupting in any way, any function of the Software, the Application, and/or the Services related to security, or to prevent or restrict the use or to copy the contents or impose limitations on the use of the Software, the Application, and/or the Services or content accessible from the Software, the Application, and/or the Services.
· Not distribute all or part of the Software, the Application and/or the Services, and particularly the content, on another support, without the prior written consent of AXONEPRO;
· Plus généralement, à ne pas nuire à AXONEPRO.

8.3- AXONEPRO reserves the right to delete a User’s account and/or their access to the Software, and/or the Application, and/or the Services without advance notice and without prejudice to other rights and actions that AXONEPRO could be entitled to take if the User uses the Software, and/or the Application, and/or the Services in an inappropriate manner.

ARTICLE 9: USERS' RESPONSIBILITY

9.1- Users are solely responsible for the choice of using the Software, Application, and Services and for their suitability for the Users’ needs, securing their IT system, and backing up their data.

Additionally, they are personally responsible for the use of the Software, Application, and Services as well as for the information entered, particularly when creating their Account and using the Software, Application, and Services.

9.2- The Users guarantee and hold harmless AXONEPRO against any damage it suffered and against any liability action taken against it based on any breach of the General Terms of Use and/or any rights of third parties. In the event of outright fraud, AXONEPRO will provide all necessary information to the competent bodies in charge of the control of said fraud and violations.

9.3In the event of a breach by the Users of any of the obligations arising from these General Terms of Use, and particularly those contained above in Article 8, AXONEPRO reserves the right to suspend or terminate the User’s Account, without advance notice, under the terms and conditions of Article 10 of the General Terms and Conditions of Subscription. This termination will occur without prejudice to all other damages that AXONEPRO may claim as compensation for losses suffered due to such breaches by the User.

ARTICLE 10: AXONEPRO’S LIABILITY – AXONEPRO REPRESENTATIONS

10.1 - Responsibility

10.1.1- The use of the Software, Application, and Services shall be at the Users’ own risk.

Users are solely responsible for the use of the Software, the Application and the Services and for their suitability to the Users’ needs, as well as for securing their IT network and backing up their data.

Users act under their sole responsibility in their relations with third parties in the context of the use of the Software, the Application, and the Services.

10.1.2- The Services only make it possible to obtain administrative management solutions to business processes for their architecture agency.

AXONEPRO cannot in any case be held liable for any harm suffered by Users in the context of abnormal use of the Software, the Application and/or the Services, and particularly in the case of a violation of the General Terms of Use and/or the entering of false and/or inaccurate information by Users.

10.1.3- AXONEPRO cannot be held liable for direct or consequential damages, losses or expenses, resulting from the use of the Software, the Application, and/or the Services, or from the inability to use them, or from improper functioning, from an interruption for maintenance reasons, a technical malfunction of the server, or tied to an interruption of internet access, or for any other cause, virus, system issue or line problem.

AXONEPRO cannot be held liable for any damage to the Users’ IT system, for lost data, or for any other damage that results from the access or use of the Software, the Application, and/or the Services by the Users.

Furthermore, AXONEPRO cannot be held liable with regard to Users, to the maximum extent authorised by applicable law in France, for:

  • Any consequential damage that may be caused to them, including any lost profit (whether direct or consequential), any lost clients or loss of business reputation or for any data loss that Users may suffer;
  • Any loss or any damages that they may suffer, particularly due to:
    o the trust granted to the comprehensiveness, the accuracy of the information provided through the various features of the Services;
    o any change that AXONEPRO may make to the Software, the Application and/or the Services generally speaking, or any temporary or permanent any item or feature removed from the subscription offering;
    o a failure by Users to provide AXONEPRO with accurate information regarding their Account;
    o the access, use, or inability to use or access the Software, the Application, and/or the Services generally speaking;
    o the Users’ inability to keep secure and confidential a password or the information provided as part of their registration.

10.2- Representations

USERS UNDERSTAND AND ACCEPT THAT:

  • LE LOGICIEL, L’APPLICATION ET LES SERVICES SONT MIS A LEUR DISPOSITION « EN L’ETAT ». EN OUTRE, AXONEPRO NE PEUT GARANTIR LES CONSEQUENCES DE L’UTILISATION DU LOGICIEL, DE L’APPLICATION ET/OU DES SERVICES ;
  •  IN PARTICULAR, AXONE PRO DOES NOT GUARANTEE:
    o THAT THE SOFTWARE, THE APPLICATION AND/OR THE SERVICES CORRESPOND TO USER REQUIREMENTS;
    o THAT THE SOFTWARE, THE APPLICATION AND/OR THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR WITHOUT MALFUNCTION;
    o THAT THE RESULTS OF THE DATA COLLECTED BY THE FEATURES ARE COMPLETE, COMPREHENSIVE, TRUTHFUL, ACCURATE, AND RELIABLE.

None of the information or advice provided by AXONEPRO to the Users as part of the use of the Software, the Application and/or the Services, can be considered as granting a guarantee.

ARTICLE 11: PERSONAL DATA

In accordance with the amended French Data Protection Act No. 78-17 of 06 January 1978, and Regulation (EU) 2016/679 regarding the protection of individuals with regard to the processing of personal data and the free circulation of such data, Users are informed that AXONEPRO performs an automated processing of their personal data for the purposes of using the Services, of processing, and of management of business relations, and the sale of the Service subscription.

This data may be transferred to affiliates and/or companies controlled by AXONEPRO as well as to subcontractors who contribute to these relations for their management, performance, processing, and payment.

Each User has a right of access, modification, correction, limitation, portability, and deletion over their data as well as a right of opposition.

To this end, they should write:

· by mail to the following address: OOTI - 15 Rue Jeanne Braconnier – 92360 Meudon - France;
· or by email to the following address: support@ooti.co.

It is recalled that Users can directly make any necessary modifications and deletions to their data on their own Account from the Website.

For further clarification, Users are asked to read the “Confidentiality policy” section available on the Website.

ARTICLE 12: DURATION AND TERMINATION OF THE GENERAL TERMS OF USE

12.1- Duration

The access and use of the Services offered by AXONEPRO through the Software are valid for an indeterminate length of time starting from the subscription by the User unless terminated by the User according to the terms and conditions provided for below.

12.2- Termination of the General Terms of Use

12.2.1- The General Terms of Use are valid and apply for as long as the Users maintain their subscription.

12.2.2- Users may discontinue the use of the Services either (i) by informing AXONEPRO at any time, through a notice, or (ii) by disabling their Account under the conditions described in Article 11 of the General Terms and Conditions of Subscription. The notice must be sent to AXONEPRO by email at the following address: compta@ooti.co.

12.2.3- For its part, AXONEPRO may cancel the General Terms of Use binding it to the Users at any time, without advance notice, in the following scenarios:

· The Users fail to comply with any of the terms and conditions of the General Terms of Use;

· AXONEPRO is forced to do so by law.

This cancellation will be materialised through the disabling of the Users’ Account by AXONEPRO and will result in the same consequences as those provided for by Article 11 of the General Terms and Conditions of Subscription.

AXONEPRO also reserves the right to momentarily suspend all access to the Website, and/or the Software and/or the Application, and/or the Services to Users who have breached the General Terms of Use and who have not met the prerequisites defined in Article of the General Terms of Use.

ARTICLE 13: INTELLECTUAL PROPERTY

13.1- Some elements (particularly editorial, illustrations, studies, and videos) contained on the Website, and/or the Software, and/or the Application and/or the Services are protected by the laws governing intellectual property rights and in particular, copyrights, and are the exclusive property of AXONEPRO.

Likewise, trademarks, logos, graphics, and animations contained on the Website, and/or the Software, and/or the Application, and/or the Services are the exclusive intellectual property of AXONEPRO.

It is agreed that the General Terms of Use shall not result in any transfer of intellectual property rights from AXONEPRO.

13.2- AXONEPRO grants, on a personal basis, to the Users, the non-exclusive, non-transferable right, free of charge, to use the Website, and/or the Software, and/or the Application, and/or the Services and any associated software, with it being specified that they are prohibited – directly or indirectly – from copying, modifying, creating a derivative work, reversing the design or the assembly or in any other way, attempting to obtain the source code (with the exception of the cases provided for by law), selling, assigning, sub-licensing, or transferring in any way whatsoever any right related to the Website, the Software, the Application, or the Services or associated software.

The Users agree not to modify the Website, the Software, the Application, the Services or the related software in any way and/or not to use modified versions thereof and, in particular (without this list being exhaustive) in order to obtain unauthorised access to the Website, and/or the Software, and/or the Application, and/or the Services. In particular, the Users agree not to access the Services by any other means than the Software from the Website and/or from the Application.

The Users are informed and acknowledge that the Website, the Software, the Application, the Services and any software used in relation thereto may contain confidential information or information protected by current intellectual property rights or any other law. The Users agree not to modify, rent, loan, sell, or distribute this content or create derivative works incorporating all or part of this content, unless they have received the express prior consent of AXONEPRO

The Website, and/or the Software, and/or the Application, and/or the Services contain texts and images that are the exclusive property of AXONEPRO (hereinafter, “Items of Intellectual Property”). The Items of Intellectual Property are made available to the User, free of charge, for the sole use of the Website, Software, Application and Services and in the context of the normal use of their features.

This authorisation to use the Items of Intellectual Property is granted personally, non-exclusively, and is non-transferable. AXONEPRO may revoke this authorisation of use of the Items of Intellectual Property at any time.

Users are prohibited – directly or indirectly – from copying, modifying, creating a derivative work, reversing the design or assemblage or any other way of attempting to find the source code (with the exception of the cases provided for by law), selling, assigning, sub-licensing, or transferring any right related to the Items of Intellectual Property in any way whatsoever. The User agrees not to modify the Items of Intellectual Property in any way.

In the event of non-compliant use or misuse of the Items of Intellectual Property, AXONEPRO reserves every right to stop the violation of its intellectual property rights and to de-register and/or disable the Users’ Accounts under the terms of Article 11 of the General Terms and Conditions of Subscription.

ARTICLE 14: MISCELLANEOUS

14.1- The General Terms of Use constitute the full agreement between the Users and AXONEPRO regarding the use of the Software, the Application and the Services, and generally speaking, the Website.

The General Terms of Use govern all of the uses by the Users of the Software, the Application and the Services, subject to the application of supplemental or specific terms of service governing certain Services for which Users must give their express approval.

14.2- Generally speaking, if any provisions of the General Terms of Use are found to be inapplicable or declared as such in accordance with a law, regulation, or following the final decision of a competent court, the other provisions shall maintain their full force and scope and shall remain valid and applicable. The same principles will apply in the event of incomplete provisions.

14.3- The fact that AXONEPRO does not make use, at a given time, of any of the provisions of the General Terms of Use, cannot be interpreted as a waiver of its right to make use of any of the said provisions in the future.

ARTICLE 15: APPLICABLE LAW - DISPUTES

The use and operation of the Software, the Application and the Services are governed by French law. The validity, performance, and interpretation of the General Terms of Use applicable to the Services are also governed by French law.

For any issue and/or question concerning the Software, the Application and/or the Services, Clients can contact customer services to try to resolve matters amicably by emailing: support@ooti.co.

Any DISPUTES REGARDING THE APPLICATION, INTERPRETATION OR PERFORMANCE OF THE GENERAL TERMS OF USE AS WELL AS THE USE AND/OR OPERATION OF THE SOFTWARE, THE APPLICATION, AND THE SERVICES, OR THOSE THAT ARE THE CONTINUATION OR CONSEQUENCE THEREOF SHALL BE SUBJECT, WITH REGARD TO LEGAL ENTITIES, TO THE JURISDICTION OF THE COURTS OF PARIS, EVEN IN THE CASE OF THIRD PARTY APPEALS OR MULTIPLE RESPONDENTS.

Version of 1st of October 2020
© OOTI

GENERAL TERMS & CONDITIONS OF SUBSCRIPTION TO THE OOTI SERVICES FROM THE WWW.OOTI.CO WEBSITE

APPLICABLE STARTING 1st of October 2020

ARTICLE 1 : DEFINITIONS

In the context of these General Terms and Conditions of Subscription, the terms used below shall have the following meanings, whether they are used in the singular or plural form.

  • " Application » : means the tracking application offered by AXONEPRO allowing to access certain Services;
  • " AXONEPRO ”: means the French simplified joint-stock company (société par actions simplifiée), AXONEPRO SAS, with a share capital of 5,000,000 euros, registered with the Trade and Companies Register of Nanterre under No. 834 181 992 and whose registered offices are located at 15, Rue Jeanne Braconnier – 92360 Meudon (France), which publishes the Website and Application and offers the Software and the Services;
  • " Client ”: means any natural person or legal entity who has created an Account as a professional and who accesses and uses the Services;
  • " Account ”: means the user account created under the conditions provided for in Article 5 of the General Terms and Conditions, accessible from the Website and enabling the User to subscribe to and use the Services;
  • " General Terms and Conditions " : means these general terms and conditions of subscription determining the terms and conditions of subscribing to the Services by the Clients;
  • " Login Details ": means the login and confidential code or password enabling the Client to access their Account;
  • " Software ” means the architecture agency management software named “OOTI” belonging to AXONEPRO and accessible from the Website;
  • " Services " : means the services offered by AXONEPRO through the Software that enables Clients to benefit from administrative management solutions regarding business processes, particularly through several features. To access to a complete list of Services, click here: https://ooti.co/en/fonctionnalites/ https://ooti.co/fonctionnalites/
  • " Website ”: means the AXONEPRO website available at the following address: https://www.ooti.co and from which the Clients may sign up for and use the Services. The Website includes in particular all IT components (particularly software and IT developments and Web pages, including programmes in source and object code, preliminary design work, specifications, and preliminary studies, the user documentation regarding the use and operation of the website), the graphic charter (including projects, models, prototypes, and plans), the infrastructure, as well as the content (particularly the texts, sounds, still or animated images, videos, and databases);
  • " Smartphone ”: means smart mobile phones used to access applications through an internet network;
  • " Tablet " : means touch screen devices used to access applications through an internet network.

ARTICLE 2: PURPOSE - ENFORCEABILITY

The purpose of the General Terms and Conditions is to define the terms and conditions under which the Clients subscribe to the Services accessible through the Software.

The General Terms and Conditions are systematically brought to the attention of Clients in order to enable them to access and use the Services. They apply exclusively to any subscription request accepted by AXONEPRO and take precedence over all other terms and conditions, with the exception of the special terms and conditions that have been expressly accepted by AXONEPRO especially when placing the order. Therefore, any other condition is not binding upon AXONEPRO until it is confirmed in writing by AXONEPRO.

IMPORTANT: NOTE TO CLIENTS
ANY SUBSCRIPTION TO THE SERVICES FROM THE WEBSITE IMPLIES THE EXPRESS, PRIOR, FULL, AND UNCONDITIONAL ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS. BY TICKING THE BOX: “I have read and agree to the general terms and conditions of subscription, the terms of use, and the confidentiality policy” AND/OR BY SIGNING THE PURCHASE ORDER, THE USER ACKNOWLEDGES THAT THEY ARE BOUND BY ALL OF THE GENERAL TERMS AND CONDITIONS.

ARTICLE 3: OFFERS

3.1- The subscription offers are those accessible on the Website under the “Pricing” tab. They are valid as long as they are available on the Website.

3.2- AXONEPRO offers several subscription plans detailed on the “Pricing” page of the Website, available at the following address: https://ooti.co/en/prix/

Furthermore, AXONEPRO offers bespoke subscription plans including in particular additional support services during the installation of the Software and a dedicated and unlimited customer service. To do so, the Clients may obtain a customized quote by referring to the “Pricing” tab and on “Premium” category click on the “Contact us” tab accessible on the Website.

3.3- The information regarding subscription plans, of any type, supplied by AXONEPRO can be viewed on the Website at the time of purchase of the subscription.

3.4- AXONEPRO reserves the right to modify the subscription plans offered, without prejudice to prior subscriptions made by the Clients.

Since the Software, Application, and/or Services are subject to change, AXONEPRO reserves the right to modify the specifications, characteristics, and contents of subscription plans, for any reason whatsoever, or to withdraw one of the Services from the subscription plans.

These modifications and/or withdrawals may occur at any time without advance notice, including after the Clients subscription if these modifications result from the application of any standards, legislation or regulation and/or in the event of a problem, particularly a technical issue, related to the Software, Application, and/or Services.

Lastly, AXONEPRO reserves the right to make improvements and/or correct any mistake in the content of the subscription offers.

ARTICLE 4: SUBSCRIPTION PREREQUISITES

4.1- To be able to subscribe to the Services from the Website, Clients must:

· Have an internet connection;

· Be the holders of an internet subscription giving them access to the Website, with it being understood that only the Client is responsible for the related costs;

· Warrant that they have the legal capacity to sign up, and particularly have reached the age of majority and have the necessary authority to commit the company that they represent;

· Not be competitors of AXONEPRO and/or not be subscribing for the purposes of competing with AXONEPRO, fraudulently, and/or in a way that harms the interests of AXONEPRO;

· Be the authorised holder of the credit/debit cards that will be used to pay for the subscription and that such cards give access to sufficient funds to cover the amount of the subscription;

· Have created an Account according to the terms provided for in Article 5 of the General Terms and Conditions.

4.2- AXONEPRO may not be held liable in the event of a subscription to the Services by persons who do not meet the conditions provided for in Article 4.1 of the General Terms and Conditions.

ARTICLE 5: CREATING AN ACCOUNT

5.1- Prior to signing up for any subscription, the Clients must create an Account on the Website.

To do so, they must go to the Website, click on the “Sign up” tab and fill in the required information at each step including identification information (first name, surname, email) and create a password.

At the end of the account creation process, Clients are invited to tick the “I have read and accepted the General Terms and Conditions and the confidentiality policy” box then to click on the “Sign up” tab.

The Clients will then arrive on a verification page asking them to verify their email address and then receive a welcome email prompting them to click on the words, “click here” to confirm their email address.

Once this confirmation has been made, the Clients will arrive on a new page, where they must:

- fill out information regarding their company, and in particular, the following information:
· Company name
· Company type
· Company size
· City/Town
· Country
· Currency
· Telephone No.

- Click on the “Next” tab.

5.2- The Clients agree to supply true, accurate, up-to-date, and complete information regarding their identity and the identity of the company they represent, in accordance with Article 6-II of French Act No. 2004-575 of 21 June 2004 on confidence in the digital economy.

In particular, the Clients agree not to create a false identity that may mislead AXONEPRO or third parties and not to usurp the identity of another individual or legal entity. The Client agrees to immediately update the information they have provided in the event of any change in said information.

5.3- If the Clients provide false, inaccurate, erroneous, outdated, incomplete, deceitful or misleading information, AXONEPRO may immediately suspend or cancel their Account without notice and deny the Clients access, on a temporary or permanent basis, to the Website, and/or the Application, and/or the Software, and/or the Services. Furthermore, AXONEPRO cannot be held liable in the event of the non-performance and/or partial performance of the subscription pursuant to the provision of information of such nature.

5.3- The Account is accessible using the Clients Login Details, which are placed under their exclusive responsibility. The Clients are under the obligation to keep them secret and not to disclose them in any form whatsoever. If any one of the Login Details is lost or stolen, the Clients must immediately inform AXONEPRO, who will then cancel and/or update the login involved.

The Clients are wholly responsible for maintaining password confidentiality. In this respect, the Clients are responsible for making sure, at the end of each session, that they have effectively signed out of the Website and/or Application, particularly when accessing the Website on a public computer.

5.4- In case their password gets lost, the Clients can reset it through the Website by going to the “Login” tab and clicking on “Forgotten password?”

ARTICLE 6: SUBSCRIPTION

6.1- Specificities

The subscription to the Services enables each Client with an Account to use the Services based on the chosen subscription plan.

The subscription is granted per Account, with it being understood that only one Account per Client may be created.

However, the Clients can give access to the Account to as many users they wish for such users to use the Services. Where applicable, the Clients are solely responsible for the access they grant.

6.2- Trial period

Prior to any subscription, AXONEPRO offers a trial period by Account to its Clients so that they can use the services corresponding to one of the subscription plans. It is hereby specified that each Account can only receive one trial period regardless of the number of subscriptions plans the Clients have subscribed to.

In order to use the trial period, the Clients must go to the “Pricing” tab on the Website, select a subscription plan and click on “Try for free.” Clients must then create an Account under the terms of Article 5 of the General Terms and Conditions.

The trial period is free and without commitment. It is valid for a fixed period of time as detailed on the Website starting from the set-up of the Account by the Clients and from the moment they click on “Try for free.”

At the end of said trial period, the Clients may still access their Account and export the data available on the Account, however, they will no longer have access to the Services. If the Clients would like to receive the Services, they will have to subscribe to a subscription plan under the terms of Article 6.3 of the General Terms and Conditions.

6.3- Signing up to a subscription plan

6.3.1- To sign up from the Website, the Clients must first create an Account under the conditions defined in Article 5 of the General Terms and Conditions and access their dashboard. From the dashboard, Clients must click on the “Activate your subscription” tab and select the desired subscription plan.

The dashboard is then updated with the subscription plan selected and the Clients are prompted to move on to payment, according to the terms provided for in Article 7 of the General Terms and Conditions.

6.3.2- The Clients could also subscribe to a personalized subscription plan by making a request directly to AXONEPRO. In this aim, Clients could refer to the Website's “Pricing” page and obtain a customized quote by clicking on the “Contact us” tab on the “Premium” category. Subscription requests will generate a purchase order detailing the subscription plan, the Services as well as the additional services, the duration of the subscription and the terms of payment. The subscription will only trade once the purchase order has been returned, signed by the Clients.

6.3.3- AXONEPRO reserves the right to refuse subscriptions to all Clients in the event of (i) the Services being unavailable, (ii) the existence of a dispute between the Clients and AXONEPRO regarding a previous account and/or the payment of AXONEPRO invoices, (iii) if the Clients having a business in competition with that of AXONEPRO and/or if they are subscribing for the purpose of developing a business in competition with that of AXONEPRO.

ARTICLE 7: FINANCIAL TERMS AND CONDITIONS

The Clients are informed that signing-up to the subscription plans is chargeable.

The prices of the various subscription plans for the Services are displayed on the Website and are expressed in euros (€) excluding taxes, mentioning the applicable VAT rate where applicable.

Applicable prices applicable are those in effect at the time the Clients sign up for the Subscription and depend on the plan selected.

AXONEPRO reserves the right to change the prices displayed on the Website at any time. Where applicable, the Services will be invoiced to the Clients at the prevailing price on the subscription date.

ARTICLE 8: INVOICING AND PAYMENTS

8.1- Means of payment

Unless special terms and conditions agreed between AXONEPRO and the Clients when placing the order, the subscription is payable:

• By credit or debit card (Visa, Discover Card, Mastercard, American Express). The Clients card number, the name of the card holder, the expiry date and the cryptogram are entered from the Clients Account.

AXONEPRO cannot be held liable in case of fraudulent use of the payment methods used.

Upon receipt of the subscription and/or options request, a request to debit the bank account will be sent to the paying agency. The subscription and/or its renewal will be validated when the Client's bank indicates to AXONEPRO that the payment has been taken into account and made.

• By bank transfer, from the information provided on the Website and/or the Application when the Clients selects the method of payment.

• By monthly direct payment;

• By bank transfer then by monthly direct payment.

8.2- Invoices

Unless special terms and conditions agreed between AXONEPRO and the Clients in the order, the sums owed by the Clients are the subject of invoices issued monthly and/or annually by AXONEPRO based on the subscription period selected.

The invoices are issued in the name of the Clients and are sent via email to the address entered by the Clients when signing up for their subscription and/or are available upon written request from AXONEPRO accounting department at the following address: compta@ooti.co.

8.3- Payment

For payments by debit card or credit card, the Clients will be charged the pre-defined sum automatically every month, until they cancel the subscription in accordance with the conditions stipulated in Article 10.2 of the General Terms and Conditions.

For payments by bank transfer, the Clients must issue a transfer order from their bank to AXONEPRO using the information provided on the Website and/or the Application when selecting the payment method of. The transfer must be accompanied by the order references of the subscription offer. Any transfer costs will be payable by the Clients.

For monthly direct payment, the Clients must complete a SEPA Direct Debit Mandate authorizing AXONEPRO to collect the amounts due. In addition, this mandate must be signed and returned to AXONEPRO.

8.4- Default of payment / Late payment

If a debit is denied by the bank or if another mean of payment is denied, the subscription shall not be final, and the Clients shall contact AXONEPRO customer service in order to pay the subscription by any other mean of payment.

Otherwise, the Clients’ subscription will be automatically cancelled.

In addition, if so, AXONEPRO reserves the right to suspend or cancel the subscription without engaging its responsibility. If applicable, payments to be made until the end of the subscription will be immediately due.

ARTICLE 9: EFFECTIVE DATE/LENGTH OF THE SUBSCRIPTION TO THE SERVICES

Unless special terms are agreed upon between AXONEPRO and the Client when placing the order, subscriptions are valid for a set period of time starting from the receipt of the payment and depending on the plan selected by the Client:

- for a period of one (1) month renewable automatically by tacit renewal for successive periods of one (1) month, unless the subscription is cancelled by the Client or by AXONEPRO according to the terms under Article 10.2;

- for a period of one (1) year renewable automatically by tacit renewal for successive periods of one (1) year, unless the subscription is cancelled by the Client or by AXONEPRO according to the terms under Article 10.2.

Furthermore, Clients are informed that if the subscription is cancelled by the Client or by AXONEPRO before the end of the contractual period under way, the balance of sums owed by the Client to AXONEPRO until the end of the contractual period become payable immediately.

ARTICLE 10: MODIFICATION/CANCELLATION/DELETION OF THE SUBSCRIPTION

10.1- Modification

Clients with a subscription have the option of modifying their Subscription to the Services at any time for a higher level or lower-level subscription.

To do so, Clients must access their dashboard on their Account. From the dashboard, Clients must click on the icon representing a person, click on the “Subscription” tab on the drop-down menu and select the desired subscription plan.

Once the subscription plan has been changed, they can confirm the change by clicking on the “Save” tab.

Changes to the subscription plan will take effect immediately and the Clients will be invoiced, on a prorata basis of the former plan for the past period and, on a prorata basis of the new subscription plan chosen for the upcoming period.

10.2- Cancellation and Suspension

10.2.1- The subscription to the Services can be cancelled by the Clients directly on the Website from the Clients Account.

Cancellation requests can be made by giving a minimum of twenty-four (24) hours' notice before the subscription renewal date.

The cancellation will then automatically be effective at the end of the contractual period under way.

10.2.2- AXONEPRO reserves the right to cancel and/or suspend the subscription to the Services without advance notice in the event of:

- non-payment

- use of the Software and/or the Application and/or the Services by the Clients not in compliance with the general terms of use of the Software;

and this, without AXONEPRO being held liable and/or the Clients being able to claim for any compensation.

Where applicable, the cancellation and/or suspension will be notified to the Clients by email and the payments to be made until the end of the subscription will be payable immediately.

ARTICLE 11: ACCOUNT DEACTIVATION

11.1- The Clients’ account will remain active as long as:

- the Clients are registered on the Website;
- the Clients pay for the subscription to the Services.

Once the Clients no longer pay for the subscription, access to the Services is disabled, with it being understood that the Client may still access their Account but will not have access to the Services unless they sign up for and pay for another subscription to the Services.

11.2The Client retain the right to disable, at any time, their Account on the Website.

To do so, the Clients must send an email to the following address: support@ooti.co asking to disable their Account. A copy of their ID may be requested in order to prevent identity theft.

Access to the Account will end on the anniversary date of the subscription.

11.3- Unsubscribing and/or deleting an Account is permanent, and the Account being deleted irreversibly, personal data connected with said Account are automatically deleted and cannot be recovered.

Unsubscribing and/or deleting an Account does not prevent Clients from resubscribing and creating a new Account.

11.4- In the event of non-compliance with the obligations resulting from the acceptance of the General Terms and Conditions, payment incidents regarding the price of an order, the provision of inaccurate information when setting-up an account, or actions which could harm the interests of AXONEPRO, AXONEPRO reserves the right to suspend access to the Website and/or Software and/or Application and/or Services without notice, or, depending on the severity of the actions, to delete the Clients’ Account without opening rights to claim for damages.

ARTICLE 12: WEBSITE ACCESS AND AVAILABILITY

The Website is accessible twenty-four (24) hours a day, seven (7) days a week.

However, due to the nature of the internet, AXONEPRO cannot guarantee the functioning of and access to the Website seven (7) days a week, twenty-four (24) hours a day.

AXONEPRO reserves the right to interrupt the operation of the Website at any time with or without notice, particularly for corrective and upgrade maintenance operations thereof, or to develop the content or presentation thereof and/or for any other legitimate reason. Insofar as possible, AXONEPRO will inform Clients prior to any corrective or upgrade maintenance operation.

Additionally, Clients acknowledge that the Website may be interrupted for reasons beyond the control of AXONEPRO and that AXONEPRO therefore cannot guarantee continuous access to the Website.

In any event, AXONEPRO cannot be held liable for any interruption and/or malfunction of the Website, regardless of the cause.

Clients are asked to inform AXONEPRO of any technical issues that they may encounter when browsing and/or using the Website, by writing to the following address and describing the problem encountered: info@ooti.co.

ARTICLE 13: CHANGES TO THE GENERAL TERMS AND CONDITIONS

AXONEPRO reserves the right to modify the General Terms and Conditions at any time, particularly in order to take into account any legal, case law, editorial, functional and/or technical changes of the Software and/or the Website.

The version of the General Terms and Conditions that takes precedence is the version available online on the day the subscription is validated.

Any subscription by the Clients after the publication of amended General Terms and Conditions implies the acceptance by the Clients of the new General Terms and Conditions.

ARTICLE 14: PERSONAL DATA

In accordance with the modified French Data Protection Act No. 78-17 of 06 January 1978, and Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and the free circulation of this data, the Client is informed that AXONEPRO performs automated processing of their personal data for the purposes of using the Services, the processing, and management of sales relations, and the sale of subscriptions.

This data may be transferred to affiliates and/or companies controlled by AXONEPRO as well as to subcontractors who contribute to these relations for their management, performance, processing, and payment.

Each Client has a right of access, modification, correction, limitation, portability, and deletion over their data, as well as a right of opposition.

To this end, they should write:

- by mail to the following address: OOTI - 15 Rue Jeanne Braconnier – 92360 Meudon - France;
- or by email to the following address: support@ooti.co.

It is recalled that, with regard to corrections and updates to data regarding their Account, the Clients may directly make the necessary changes and deletions on their own Account.

For further clarification, the Clients can read the “Confidentiality policy” section available on the Website.

ARTICLE 15: INTELLECTUAL PROPERTY

15.1- The trademarks, logos, charts and animated contents on the Website and/or the Application and/or the Software are the exclusive property of AXONEPRO.

The subscriptions of the Services cannot entail any transfer of AXONEPRO intellectual property rights.

15.2- The Website and/or the Application and/or the Software contain texts, images, which are the exclusive property of AXONEPRO.

AXONEPRO personally grants the Clients the non-exclusive, non-transferable, free, right to use the Website, the Application, the Software and any associated software, being stated that they are forbidden to – directly or indirectly – copy, modify, create a derivative work, reverse, engineer, disassemble or otherwise attempt to locate the source code (except as provided for by law), sell, attribute, sub contract, transfer in whichever way the rights attached to the Website, the Application, the Software and the associated software.

The Clients commit to not modify in any way the Website, the Application, the Software and the associated software and/or not to use an altered version of the latter and, including (but not limited to) in order to get a non-authorized access to the Website and/or the Application and/or the Software.

In case of a non-conform or abusive use of the Website, the Application and/or the Software, AXONEPRO reserves the right to bring a legal action in order to put an end to the violation of its intellectual property rights and to terminate the Client’s subscription and to unsubscribe and/or deactivate the Clients’ Accounts in the conditions provided under articles 10 and 11 above.

ARTICLE 16: SALES REFERENCES

The Client expressly authorises AXONEPRO and its affiliate companies to use its name, logo, its trademark(s) and/or any distinctive mark as a sales reference, in any communications format of its choice, particularly on its Website and for the duration of the subscription taken out by the Client, and for a period of two (2) years following the end of their subscription.

ARTICLE 17: PROOFS

The files, date and messages recorded in AXONEPRO computer systems will be admitted as proof of acts and facts that took place between AXONEPRO and the Clients.

The preservation of records shall be presumed to have taken place under reasonable conditions of security, unless proved otherwise, if the messages, data and other files are systematically saved on a reliable and durable support.

ARTICLE 18: APPLICABLE LAW – DISPUTES

The General Terms and Conditions as well as the Service subscription agreements entered into via the Website are governed by French law.

For any issue and/or question concerning the subscription, Clients are asked to contact Customer Services in order to try to reach an amicable solution by emailing them at the following address: info@ooti.co.

ALL DISPUTES REGARDING THE APPLICATION, INTERPRETATION OR PERFORMANCE OF THE GENERAL TERMS AND CONDITIONS AS WELL AS THE SUBSCRIPTION AGREEMENTS, OR THOSE THAT ARE THE CONTINUATION OR CONSEQUENCE THEREOF SHALL BE SUBJECT, WITH REGARD TO LEGAL ENTITIES, TO THE JURISDICTION OF THE COURTS OF PARIS, EVEN IN THE CASE OF THIRD-PARTY APPEALS OR MULTIPLE RESPONDENTS.

Version of 1st October 2020
© OOTI